SOUTH JERSEY FINANCIAL CORP INC
8-K, 2000-02-22
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
       Date of Report (Date of earliest event reported) February 16, 2000

                    SOUTH JERSEY FINANCIAL CORPORATION, INC.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                      0-24997                 22-3615289
         --------                      ---------               ----------
(State or other Jurisdiction of     (Commission             (IRS Employer
incorporation or organization)      File Number)            Identification No.)

        4651 Route 42 Turnersville, New Jersey                  08012
        --------------------------------------                  -----
        (Address of principal executive offices)              (Zip Code)

                                 (856) 629-6000
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)
<PAGE>


Item 5.  Other Events.

         On February 16, 2000,  South Jersey  Financial  Corporation,  Inc. (the
"Company"),  issued  a  press  release  which  announced  that  it had  received
regulatory clearance to repurchase up to 5% of the Company's  outstanding shares
held by shareholders.

         A press release  announcing the stock repurchase is attached as Exhibit
99.

Item 7.  Financial Statements and Other Exhibits.

         Exhibit 99 Press Release dated February 16, 2000.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                  SOUTH JERSEY FINANCIAL CORPORATION, INC.



Dated:       February 17, 2000             By: /s/Robert J. Colacicco
                                           --------------------------
                                           Robert J. Colacicco
                                           President and Chief Executive Officer




Exhibit 99     Press Release

                     SOUTH JERSEY FINANCIAL CORPORATION, INC



                                                                        CONTACT:
                                                              Gregory M. DiPaolo
                                         Executive Vice President, Treasurer and
                                                         Chief Operating Officer
                                        South Jersey Financial Corporation, Inc.
                                                                  (856) 629-6000



                    SOUTH JERSEY FINANCIAL CORPORATION, INC.
              ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
                         AND REPURCHASE OF COMMON STOCK


Turnersville,   New  Jersey,   February  16,  2000  --  South  Jersey  Financial
Corporation,  Inc.,  the  holding  company  for South  Jersey  Savings  and Loan
Association,  Turnersville, New Jersey, announced that at the Special Meeting of
Shareholders held on February 16, 2000, the Company's  shareholders approved the
adoption of the South Jersey Financial Corporation,  Inc. 2000 Stock Option Plan
and the adoption of the South Jersey Financial Corporation, Inc. 2000 Restricted
Stock Plan.  The Company also  announced  that in order to fund the South Jersey
Financial  Corporation,  Inc.  2000  Restricted  Stock Plan,  the related  trust
intends to purchase shares of the Company's common stock in the open market with
funds  contributed  by the Company.  Purchases will be made from time to time at
the  discretion of the trust and will amount to 108,869  shares,  or 3.0% of the
Company's outstanding common stock.

The Company also announced that it has received regulatory clearance to purchase
up to 180,188  shares of its common  stock.  The stock  repurchase  program  was
previously approved by the Company's Board of Directors and represents 5% of the
Company's  3,603,759 shares  outstanding.  The stock repurchases will be made in
open-market transactions, subject to the availability of stock.

South Jersey Financial  Corporation,  Inc. completed its initial public offering
of common stock in connection  with the  conversion of South Jersey  Savings and
Loan Association from a New Jersey-chartered mutual savings and loan association
to a New  Jersey-chartered  stock savings and loan association,  on February 12,
1999. In the  conversion,  South Jersey  Financial  Corporation,  Inc. issued an
aggregate of 3,793,430 shares of its common stock of which 3,512,435 shares were
issued at a purchase  price of $10.00 per share in a  subscription  offering and
280,995  shares  were  contributed  to  the  South  Jersey  Savings   Charitable
Foundation, a charitable foundation established by the Association.

South Jersey Savings and Loan Association is headquartered in Turnersville,  New
Jersey, and operates through its three banking offices located in Gloucester and
Camden Counties in Southwest New Jersey.

Statements  contained  in this news  release,  which are not  historical  facts,
contain  forward-looking  statements  as that  term is  defined  in the  Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to risk and  uncertainties,  which could cause actual  results to differ
materially  from those currently  anticipated due to a number of factors,  which
include,  but are not limited to,  factors  discussed in documents  filed by the
Company with the Securities and Exchange Commission from time to time.



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